Iron Maiden
by Necron Caelestis
Summary: A short companion story to the main Silver Maiden series. This story bridges the gap between Silver Maiden and Silver Rose, exploring Penny's adventures as an artificial being aspiring to become a real girl and her struggle to find her place in the world.
1. Chapter I

CHAPTER I

_Animus Ex Machina_

Penny opened her eyes to bright overhead lights. The final system checks were finished at last and she could get up and move around again. She looked to her right, where William Hillphire was working on a few things at his workstation. He had been quite busy as of late thanks to the enormous investment offers into the recently rebooted Hillphire Innovations. A firm that once consisted of a single man tinkering in his forge at the outskirts of Mistral had, overnight, transformed into a sprawling campus that consisted of massive factories, research and development labs, and cavernous warehouses. A small engineering school had also been erected within the company grounds.

Of course, despite this explosion over the past year, the Forge proper remained Hillphire's sole refuge, where he could have his way with all of the new gadgets, armaments, and whatever else came his way. It was also where his own personal vault was located, the maximum-security building where Penny's main service center lay.

Penny got up from her service bay, scanning her environment. Everything was functioning properly, from her optical sensors to her auditory and olfactory systems. Balancing was right on the money. The Dust reactor in her chest was in perfect working order, operating at ten percent output with maximum efficiency.

"Good morning, Liam!" she chirped, hopping to his side.

"Oh, good morning, Penny," Hillphire said, yawning. "Did you have a good sleep?"

"Much better than you, it seems!"

He chuckled. "That's good."

"I can make some coffee for you if you like!"

"Sure, I guess I could use a cup."

She marched with earnest toward his coffee machine, that all-too-complicated Rube Goldberg machine with its intricate chain reactions, all just to flash brew some coffee into a mug, which served as the trigger for the machine as soon as it hit the small round plate. Penny couldn't help but smile as she watched the multitude of motions, most of them quite useless in the grand scheme of things. In spite of this, however, she could fully appreciate the art behind the design.

"Liam?" she said, bringing the hot mug to him. "Is it human to be able to appreciate art?"

Hillphire put his current project on hold, turning his head to her. "Why do you ask?"

She shrugged. "It's something I've been thinking about. Some of the machines you've made strictly as your hobby have very inefficient means of operation, yet it seems that their function is less important than the expression behind them, which I believe is the meaning of art, correct?"

"I suppose that is. After all, art itself doesn't really serve any function, per se. As you said, the expression is the heart of an artistic display. The 'function' of an artistic piece, if one exists, could conceivably be secondary to the expression inherent to it. Although, of course, the converse could be true. Many of our products are built with aesthetic considerations in mind."

"True, but those are not necessarily art, since with art, function is secondary and expression is primary."

"I would be inclined to agree."

"Hmm. I have been meaning to ask you. Why do you like to build these complex machines with simple function?"

"The Rube Goldberg machines everywhere?"

She nodded. "I wish to understand the meaning of your expression behind the pieces. Is the expression individualized between pieces? Is it a uniform concept that manifests itself across all of your work?"

"I've never really consciously thought about why I build some of those things. I've always found machinery as a discipline fascinating. I figure that if I could build complex machines that can still function properly, I could do the same with all of the weapons and armor and other things I build and ensure that they keep their users alive and safe in battle."

"I see. I may have figured out the expression behind your inventions, then."

"What would that be?"

"I believe that the combination of unnecessarily intricate designs with the mundane operations of daily life simultaneously displays your childlike enthrallment with machines along with your unbreakable desire to serve and protect others, even if the service is as simple as producing a cup of coffee." She held out the warm mug.

He looked down at the black liquid in the ceramic mug between her hands, hands which, beneath the artificial skin, were made of cold steel and plastics. The image was a stark contrast to the content of her soul, which was almost heartbreakingly warm. She had mentioned that his fascination with machinery was childlike. Perhaps that was something the two of them shared with each other, the way that they were, in some ways, no different from children, still innocent in certain aspects.

Of course, with the war they had fought not even a year ago, they were hardly innocent anymore.

He accepted the coffee, taking a sip. Their conversation had given the liquid time to cool down considerably.

"Hmm," he mumbled. "This tastes familiar."

"I replaced the beans yesterday with a suggestion from Ruby!"

"Oh?"

"Mm-hmm!" she said with a vigorous nod. "She said that Weiss figured out a really good blend between coffee beans grown on the island of Patch and some grown in Menagerie!" Her demeanor stiffened as she mimed Ruby's own imitation of Weiss's explanation. "According to Weiss, you take the beans from Patch and Menagerie and grind them together in a two-to-three ratio, respectively, and brew the blend with water that has just barely reached boiling point and filter it through very fine, unbleached paper."

Hillphire chuckled. "That was quite the Weiss impression."

"I got the lightly roasted beans, though. I performed an analysis of the chemical content and lightly roasted beans are the least bitter and preserve the natural flavor best."

"That's good to know."

"I believe the same goes with all beans. The darker the roast, the more bitter the content."

"I wouldn't know. Instant coffee is the thing for me. I leave the details to the real connoisseurs."

"Perhaps we could start our own coffee chain. With my analysis capabilities, we could come up with blends for all tastes and preferences!"

"I guess we could, but there's something you have to understand about food and drink."

"Hmm?"

"It's not all that different from the conversation we had about art just now. While food certainly does serve a very important function, namely keeping humans alive, food is also an expression of a culture."

"Ah, yes, cuisine is often integral to the local cultures. So, is food and drink a form of art?"

"In a way, sure. After all, it tends to be expression. But it's different with food since rather than being an expression of strictly the individual soul, food tends to be an expression of the soul of an entire society."

She looked down to the side, pondering the thought intensely.

"Hey, let's go rearrange the warehouse a bit. I should take a break from all this paperwork anyway."

"That's a good idea," she said. "It's important to make room for new projects, after all!"

She followed him out of the vault into the adjacent warehouse, which was stacked high with boxes. They worked for a few hours, just the two of them. This warehouse was still part of his private Forge. As such, very few workers of the company at large had access to this area, at least not without Hillphire's permission.

"I think we've done enough for the day," Hillphire panted, wiping some sweat off his forehead. He looked over at Penny, who finished stacking the heavy crates. He was certain she had done at least four times the amount of work he had managed to pull off.

"Would you like me to get you something to eat?" she asked him.

"No, that won't be necessary. I think I'm gonna take a shower real quick and maybe take a nap."

"Naps are important! You haven't slept yet, and you can use all the rest you can get!"

He chuckled before looking down at the ground for a while. He spent longer than he intended to, thinking about the war they had just fought, the friends they had lost, the sacrifices they had made. Their conversation about Weiss and her new coffee discovery brought up old memories that were pleasant, and yet these memories were bittersweet. After all, there was one man who would never get to see his young daughter grow up to be a fine woman, a man who had sacrificed his own future so that the entire world could have its own.

"Liam?" Penny said. He hadn't realized she was right up to his face. "Are you okay?"

"Y-Yeah," he said, sniffling. "I'm fine. Just needed a breather before I hit the showers."

Penny watched silently as he disappeared into the vault. She looked at the ground for a moment, deciding to continue organizing the warehouse. There weren't very many crates left to move and she would be able to finish everything before he got out of the shower. There were four crates remaining when she stopped in the middle of the empty warehouse. Memory after memory flooded her mind. So many horrible things had happened during the last war, deaths that were unnecessary, tragedy that should never have been permitted.

It wasn't until Hillphire had zoned out just now that it hit her. She had powered through that conversation about Weiss and coffee this morning without realizing that if anyone had lost anything during that war, it was her. She had lost the man she loved more than anything, the father of her child, who would have to grow up without her father.

Penny fell to her knees, her vision beginning to blur. She put a finger to her eye, catching a clear liquid.

_Tears? _she thought, recalling a conversation long ago with Hillphire about lubricating ducts for her eyes. For a robot like her, that was about the only real reason she might need things like tears, but for people, tears served a different purpose. Was this what it meant to be human? To cry? To grieve? To lose someone you love?

"Bedivere," she mumbled as teardrops fell from her face to the ground. His was the first voice she had heard in the prison of her destroyed body. His hand was the first she had touched in that icy hell, the first sign of hope from the outside world. Had it not been for his magic and that enormous heart that beat in his chest, she would never have escaped her own darkness.

For the first time since his death, she was finally able to grieve, fully grasping what it meant to have lost him. For a long time, only Weiss and their friends could truly know the concept. After all, she was merely a machine. Although she could compute the human value of loss, it was only now that it meant anything to her.

The sensation was something too alien to process and she fell to all fours, the burden of grief weighing her down unlike any burden she had ever borne. She had seen her friends cry before, hearing the wailing and watching the tears streaming down. But Penny herself did not know how to cry. Though the tears began to form a small puddle on the concrete below, no sounds came from her mouth. All of her screaming was internal.

At least, that's what she had thought. The intense emotions had caused errors throughout her computer and she had failed to process the sounds that her ears had been picking up all this time, her own pitiful wailing, sounds of a soul who had just learned how to shed tears. As clarity began to reassert itself in her mind, she squeezed her eyes shut, finally hearing her own screaming. She began pounding on the concrete, breaking more and more pieces of the floor with each strike.

If only she had been stronger. If she had been more mature, faster, better, _anything_, maybe she could have done something to save his life.

No, that wasn't true. There were some things in the world that were beyond anyone's reach. Perhaps it was fate that he had given up his future for the world, for the woman he loved, for everyone he loved.

This idea didn't sit well with her. She wanted to be able to do something about it all, to fight against the grief and despair, to save everyone from the hell that she had experienced in her own body, trapped within, unable to communicate with the outside world. That loneliness and anguish was something she could never wish upon even her worst enemies.

"Weiss," she mumbled as her crying began to die down. She closed her eyes, connecting to the internet to browse photos. Between the Schnee siblings, only Whitley maintained a social media site. There were photos of him with Winter and Weiss, who held an infant in her arms. The smile on her face was genuine, and yet it would always be hollow.

"Lilly Schnee," Penny said aloud, reading through the texts on Whitley's social media page. "I swear I will never let anything happen to you."

She disconnected from the internet, standing up. She dried her tears before heading to the vault. Hillphire had just finished with his shower and he was at his computer station already. Penny steeled herself before heading over to him, but the emotions were still storming inside of her. Keeping them under control was the toughest battle she had ever fought.

"You should be resting!" she said as cheerily as she could. She realized too late that she shouldn't have said something like that in such a cheery fashion. Stern would have made more sense.

"I just had to finish this bit," Hillphire said with a yawn.

_Stern_, she commanded herself. "How will the company thrive if its founder is too tired to work, hmm?"

He turned to her. "What's with the mood whiplash?"

"M-Mood whiplash?"

"Yeah. You sounded cheery when you walked in, and now you're all mad."

She stared at him for a bit. It was impossible to control the emotions now. Her mind had extrapolated everything she had thought about in her earlier solitude and projected it to him. The sudden thought of losing him was almost crushing and she found herself lunging at him, embracing him tightly.

"Penny?" Hillphire said. The uneasiness from his companion was clear as day. He couldn't remember the last time she was so conflicted.

"I don't wanna lose you," she said quietly.

"Hey, what's going on?"

She tightened her hold on him. "I don't wanna lose you," she repeated. "I don't ever wanna lose you."

He sighed heavily, returning her embrace. "You won't. Nothing like that's ever gonna happen."

But he was wrong. After all, Penny was a machine. She had no definite lifespan. He, on the other hand, was human. This thought would send Penny into another fit of hysterical crying and Hillphire had to help her back to her service bay to run more tests while she slept. Everything was working properly according to his observations. There was nothing wrong with her at all. Her behavior could only conceivably be attributed to purely human characteristics.

_It must've been our conversation about Weiss, _he mused. _I guess her time alone got her thinking about her and then...him._

"L...Liam?" Penny mumbled as she re-awakened.

"Penny, are you feeling better?"

"How can I become more human?"

"What do you mean?"

"How can I stop being a machine?"

He knew these questions would come up sooner or later, but there was no way he could ever ready himself for them.

"I want to be more like Ruby. And Weiss. And everybody. I wanna be able to feel pain, to feel hot and cold, to smell things the way you smell things. To taste food, to eat, to get tired and hungry."

"Penny, slow down."

"Liam, is it possible? Can I ever become human? Or am I stuck being a machine for the rest of my existence?"

He didn't have an answer for her. After all, the proposition was unheard of. It was a simple matter to replace human body parts with fully functioning prosthetics, but to go the other way around was almost inconceivable.

"It's not possible, is it?" Penny said, her eyes clouding with tears once again. "Liam? Why do I make tears?"

"I just...I thought maybe you'd make use of them someday."

"Am I using them correctly?"

He nodded, his own eyes welling up.

"I'm glad."

He turned to her. She had closed her eyes again. He couldn't tell if she was sleeping again, but her cheeks were still wet with her tears. A small smile found its way to his face. She had asked him if she could ever become human. As far as he was concerned, there was no question about it. She already _was_ human.

It was at that moment that he became determined to use science to come up with some way to build a new body for her, one that would allow her to do all of those things she had asked for, to feel pain, to touch hot and cold, to taste foods, to smell flowers, to feel the sunlight on her skin.

He darted straight to his workstation and began his life's mission. No matter what it took, he had firmly decided to discover some way to transfer her mind into a fully human body, even if that process was incremental.


	2. Chapter II

CHAPTER II

_Project Persephone_

Penny decreased the output of her powered armor's boosters as she touched down on the launch pad atop Hillphire's Forge. This was her first solo gig in her powered armor and she had successfully annihilated a large group of marauding Grimm before they came anywhere near Mistral's lower town.

Once the launch pad elevator lowered her to the inner sanctum of the powered armor service depot, she headed over to her armor's bay to stow it. The arms and legs were the first to be removed, followed by her helmet and the entire torso area. She took a deep breath and let it out all at once.

"Nice work out there," Hillphire said.

"Yeah, good work, kiddo!" said Jerry Brimstone as he gave her a high five. Hillphire's childhood friend was as cheery as ever. "You didn't need our help at all!"

"Of course she doesn't," said Sara Windfield, another of Hillphire's old friends. "You woulda just gotten in her way."

"He kind of always does," said Ariel, Hillphire's cousin and manager of the team. "How's calibration and everything?"

"Working perfectly," Penny answered. "The left arm rifle's sights were a bit off, though, but I was able to compensate. Point of impact is about half a degree ten o'clock from point of aim."

"I'll take care of that," Hillphire said.

"You better!" Ariel said. "We can't have the star of the show go out there with sub-par equipment! I've been working my butt off building your company's image, you know!"

"I know, I know. And you know how much I appreciate all your hard work, Ariel."

"Yo, I'm gettin' hungry," Jerry said with a yawn. "Let's go for some sushi."

"You paying?" Sara said.

"Oh, c'mon, the rich CEO of Hillphire Innovations can't pay for us?" he said to Hillphire.

"Hang on," Sara began, "you invite us out and expect Hillphire to pay?"

"Well, yeah."

"You're unbelievable."

"You act like you just met him or something," Ariel chuckled.

The group of five went to a sushi restaurant in the middle of Mistral's downtown area. There were plenty of places to choose from in this ever-growing metropolis, but this one, according to Jerry, was "the best."

"This better be good," Sara said. "You always pick places that end up being disappointing."

"Oh, c'mon," Jerry said, throwing an arm around his teammate. "All the places I pick are awesome!"

"Meh," Ariel said.

"Not you, too!"

"I think they wouldn't give you such a hard time if you weren't such a womanizer," Hillphire said as the host led the way to their seats.

"Man," Jerry sighed. "Penny, you're on my side, aren't you?"

"Sure," she said with a shrug.

"See? Why can't you guys be nice like Penny here?"

"She's agreeing with you out of pity," Ariel said. "Oh, can we sit out on the veranda? It's pretty nice out today."

The group exchanged glances and shrugs. Without any objections, Hillphire asked the host if they could be seated outside and he led the way. No other tables out here were occupied; it seemed the bar counter was the popular spot right now.

"Mmm, fresh mountain air is so wonderful!" Ariel said, leaning over the wooden banister as the rest of the group took their seats.

"What's everybody gonna order?" Hillphire asked his companions.

"All-you-can-eat for me!" Jerry said.

"I think I'm doing udon and teriyaki chicken," Sara said.

"Ooh!" Ariel said, plopping down in her seat between Penny and Jerry. "I think I'm gonna do all-you-can-eat, too! Oooohh, that yellowtail sounds so good!"

"Speaking of which," Sara said, turning to Penny, who sat to her right. "You've got new upgrades, don't you?"

Penny nodded.

"You should try it out."

"I've never eaten anything before, though," she said.

"Well, why not have your first meal with us? Since we're all together, I mean."

Penny nodded, intent on ordering something light from the menu, but she ended up joining the entire table in a big all-you-can-eat sushi fiesta. The new additions to her body would enable her to consume and digest food to use as energy for some of her new organic systems, but she had never eaten anything before and she had no idea how to behave in the process of having lunch with her friends.

She was quiet as conversation went around the table, Jerry being his usual boisterous self, bugging both Sara and Ariel, the latter of whom flirted back with him as she always did, though never fully letting him in. She had been with this group for a number of years now and it was always the same. Her attention was particularly on Sara and Hillphire, who seemed to share a certain degree of affection for one another, though they were both too hesitant to pursue any overt romance.

Hillphire was downright shy with his approach to women, usually clamming up as soon as things started to get too serious. On the other hand, Sara's indecision seemed to stem from something else entirely. Penny's systems may have been undergoing all sorts of changes, but she was still far superior in analytical capability to these humans. Even the most minute of surface changes—heart rate, respiratory rate, galvanic skin response—were obvious to her. She wondered, however, what it was about Sara that kept her from moving forward and pursuing Liam.

"Hey, are you okay?" Ariel asked her.

"Huh?" Penny said.

"You just shrank all of a sudden."

"I-I did?"

"Ugh, it's because of you!" she said, turning to Jerry to smack him on the shoulder.

"What the hell did _I_ do?" he whined. "I was talking to you and Willy!"

As the two bickered, Penny realized what it was Ariel had noticed about her. The moment she had thought about a burgeoning romance between Hillphire and Sara was the moment her posture had changed without her knowing. She still couldn't get accustomed to all of these subconscious behaviors she had been exhibiting lately. Her original body was totally under her control, nary a detail escaping her.

Perhaps it was due to the new computer that now served as her brain. It was unlike any other model before it. Rather serendipitously, Hillphire had stumbled across discoveries one right after the other, enabling him to build for her the first instance of an artificial neural network, an electronic system that mimicked the human brain. When her consciousness transfer was completed and the system was installed into her body, she had noticed a number of changes, namely that many of her old files were no longer accessible to her.

The biggest change, however, was the sudden influx of emotions that she had never experienced before. Even now, her heart burned with jealousy, a sensation foreign to her before today. She quietly turned to Hillphire and Sara, watching silently as they chuckled together while exchanging stories. She examined Sara closely, admiring her full, womanly figure as she turned halfway in her chair to face Hillphire, a sign of openness toward him.

Penny found herself mimicking Sara's posture somewhat, though it was mostly fruitless in her childlike body. She examined Ariel, too, deciding that her overly playful flirtatiousness with Jerry wasn't for her, although she internalized some of the other cues Ariel regularly displayed, such as playing with her hair, her shoulder posture, and the various directions she would face depending on how she wanted to lead the overly eager Jerry.

"Oh, lunch is here," Hillphire said as two waiters came with their orders. "Thank you very much."

"You're very welcome," their primary waiter said before turning to Penny. "And here's your garlic tuna, Cajun albacore, and the green tea you asked for.

"Thank you!" she said with a big smile.

"Yass!" Ariel said, scooping a piece of salmon straight into her mouth. "Oh, that is amazing."

"You don't dip it in soy sauce?" Jerry said as he chewed.

"Ew! Don't talk with your mouth full!" Ariel said as she dipped the next piece of fish in his soy sauce platter.

"Aw, c'mon, you're gonna ruin my dip flavor with the salmon!"

She stuck her tongue out at him before continuing on her rampage through the platter of sushi.

"The udon's great," Sara said. "Wanna try some, Will?"

"Sure," he said, reaching over to have some of the noodles. "The broth is good, too."

"Penny, why are you so quiet?" Sara asked her.

"I'm just," she began, her jealousy overshadowed by the explosion of flavors in her mouth. "I..."

"Oh, this is the first time you're tasting stuff, isn't it?" Jerry said. "Yo, that Cajun albacore looks bomb A.F."

Penny couldn't help it as her eyes widened with each sensation in her mouth. With her old hardware, it would have been no more than chemical analysis, but with the upgrades to her artificial brain and her fully functioning olfactory system, her taste sense was almost overloaded.

"Is this...is this what 'spicy' is?" she muttered.

"Lemme have a bite," Ariel said, nabbing one of her Cajun albacore pieces. "Oh, wow, this is pretty hot," she said, fanning her mouth.

"How do you like it?" Sara asked Penny.

"It's...yummy," she said. "I think. I don't know. I have nothing to compare it to."

"Try everything else, then," Hillphire said.

Heeding his words, she went for the next piece, the garlic tuna. Like the one before it, this was also an explosion of flavors, more than what she could process. As she had said, there was nothing to compare it to since this was her first time truly tasting anything beyond mere chemical analysis. She found herself reaching all over the trays, sampling everything.

"Whoa, slow down!" Jerry said. "You don't wanna yak all over the place!"

"It's good, huh?" Ariel said, racing with her to finish the platters. "Mmm, yellowtail for last, never a bad idea."

"I might have to take this teriyaki chicken to go," Sara said, burping under her hand. "Ugh, you guys suck. Why did I go along with AYCE sushi?"

"Because it's freakin' good," Ariel said.

"Well, it _is_. Penny, wanna try some of the teriyaki?"

Penny nodded quickly without a word, reaching over and having a piece. Sara couldn't help but chuckle.

"If you can finish it, go for it."

She shook her head. "That's your food. You can save it for supper later."

"I'm stuffed," Ariel said, slouching in her chair.

"You're gonna ruin your spine if you keep doing that," Hillphire said.

"Hush, Will."

"Your cuz is right, though," Jerry said. "How you gonna stay a sexy ass supermodel if you mess up your back."

"Jerry, please," Hillphire said.

"What? Your cousin's hot."

Hillphire put his hand to his forehead, leaning against the table.

"Hey, Will," Ariel began, sitting back up in her chair, "the upgrades to my hover bike are done, yeah?"

"Oh, yeah, they're finished," he said. "I mean, it's not like you needed the extra help. You're already blowing away the competition by huge margins."

"Meh. At this point I'm just trying to beat my own times."

"Looks like you've been infected by the Mistral attitude, too," Sara said. "Strive to become better than yourself. That's Haven Academy's mantra, isn't it?"

"Something like that," Hillphire said.

"You're not still bummed out for dropping out at the initiation, are you? I mean, it's not like any of that even matters anymore since, well, you're a hero of the war and all that."

"Yeah," Jerry said. "Hillphire Innovations is even bigger a name than Atlas Tech nowadays. You've been changing a lot of lives with your new prosthetics, too, bro."

"I told you it would be a great idea!" Ariel said. "Who's the marketing genius, huh? Huh?"

"You are," said Hillphire, Sara, and Jerry in a single voice.

"You better believe it! Sure, Atlas Tech might have good prosthetics and all that, but having a robotic arm or leg just doesn't replace having your old limb. You mighta brought your brains to the table, but I brought the heart and soul. After all, look at all the people who've gotten prosthetics from you and they can feel again and all that stuff. Heck, some of them even forget that it's not even their real limb anymore."

"She's right," Sara said. "It's different having a realistic prosthesis. People still get attached to body parts and stuff. It's why not everyone's an organ donor. There's still the idea that the soul is attached to every part of your body and why people feel incomplete when they suffer amputations."

"I'm guessing you have firsthand experience with that Semblance of yours, huh?" Hillphire said.

"Well, yeah, I guess. I mean, I usually keep it off since it's enough of a thing to have to deal with your own emotions let alone someone else's. But yeah, I was there for your first operation, remember? We were all there."

Penny, too, remembered that day. The unveiling of Hillphire Innovations' new prosthetics involved the first attachment of the first artificial human-like limb. The man had lost his arm during the previous war and could no longer play the guitar like he once did. The robotic limb that Atlas would have provided did not afford the same dexterity necessary for the complex finger placement of guitar playing.

But the new prosthetics department under the Hillphire Innovations umbrella had developed a new level of replacement body parts, one that bridged the gap between man and machine. Though the limbs themselves were inorganic, containing artificial materials such as lightweight alloys for the skeletal structure and electroactive polymers to serve as muscle substitute, it was the microcomputer that permitted a near-lifelike interface between the prosthesis and the person's nervous system.

Not only was the sense of touch and balance realistic, so were the motor functions. The mimicking of the human structure by the alloy skeleton and the artificial muscle fibers enabled human-like movements. Penny was present when the war veteran regained the use of what was, for all intents and purposes, a real human limb. The first thing he did with the new technology was play his old guitar again, which he hadn't had the chance to do in years.

The man had broken down into tears, as did Penny, who had no idea why at the time. They had been tears of joy, not sadness. Hillphire had changed that man's life for the better. And all of those new technologies had stemmed from the development of her own new body parts.

"Liam?" she asked, interrupting the table conversation. "Why did you start making all of these lifelike components for me?"

"What do you mean?" Hillphire asked.

"Am I nothing more than a prototype for all of the advancements we've been making in the prosthetics field? Because I don't mind if that's all I am. After all, if my existence is helping you change people's lives, that is more than I could possibly ask for."

"Hey," Sara said as soothingly as possible. "Where is this coming from?"

"I-I apologize. I did not mean to bring down the mood."

"Naw, girl, don't apologize," Jerry said. "I always like to sit in on all these super technical conversations that I have no idea about. And all y'all's philosophizing and stuff. All that deep thinking business."

Ariel smacked him on the chest.

"Ow! What's your problem?"

"Stupid!" she scolded him. "Just shut up for once!"

"No, that's not the case," Hillphire said. "You are correct in that all of the prosthetics that we have come up with are based directly off of designs we've implemented with your body, but that is not the purpose for the upgrades you've been receiving." He paused for a moment. "Do you remember a conversation we had a number of years ago? It was a random day we were rearranging the Forge for new work we were gonna do."

She nodded.

"Do you remember when you shed tears on that day?"

How could she forget? The image of Weiss losing Bedivere forever could never leave her mind.

"I told you a long time ago that you might need those tears someday. That was the day. It was then that I knew I had to do something for you. I've thought about this for some time now. If it was possible for your soul and your consciousness to be trapped inside of your body all those years ago, it could be possible for that to happen again. And I don't want it to happen again. A long time ago...I swore to that knight. I swore an oath to him that I would save you from that fate. And it's not an oath I intend to turn my back on."

"Wait," Jerry began, "you started all this to try and turn her human?"

Hillphire nodded.

"Holy crap, dude," he said, folding his hands on top of his head. "This is heavy."

"So," Ariel began, "all that stuff you told me before, about how you wanted to make people's lives better, it was all a cover for what you were really doing for Penny?"

"Well, it wasn't quite like that," he said. "My main objective all these years has been to provide Penny with a new body, one that's completely human from head to toe. But then you were the one who came up with that brilliant idea, remember? When you forced your way into my machine shop and touched everything?"

She chuckled. "Okay, sorry for breaking some of your stuff, but okay, I'll take the credit for suggesting that you apply all that stuff you were working on to the prosthetics department. I mean, you're right, it was pretty brilliant."

"It was. And what I said was true, that I wanted to make people's lives better."

"But one more than anyone else," Jerry said. "Willy, I knew you were a lady killa, but maaaan."

"Too bad _you_ can't be devoted to a single girl like that," Ariel scoffed.

"What are you talking about? I'm _absolutely_ devoted to single girls. _All_ the single girls, I might add. Especially you, though!" He squeezed her with an arm.

"Gross," she said, peeling his arm off of her shoulders.

"Should we head back?" Sara said, standing up. "Mistral Command might have another sortie for us. Even with Salem sealed away, the Grimm are still out there."

"You guys'll all be out of a job soon, though," Ariel said, stretching. "The Grimm are decreasing in number, after all."

"Maybe, but the human population is exploding as a result and we'll probably still have jobs as police or maybe city guards."

"I dunno about that," Jerry said. "You guys have been reading the news, haven't you? Vacuo and Atlas are starting to fight over rights to the newly opened Dust veins in Vacuo."

"Right," Sara said. "I wonder what's gonna happen with that."

Meanwhile, Penny could not help but notice the change in Sara during Hillphire's entire confession just now.


	3. Chapter III

CHAPTER III

_A Real Girl_

Penny surveyed the battlefield. She was surrounded by Grimm of all types. She had been separated from Jerry, Sara, and Hillphire, but that didn't stop her from dominating the landscape. After all, she had massive advantages over those three including superior reflexes, the ability to ignore pain, and a much more resilient physical body. She might not be fully human, but that wasn't such a terrible thing when she was in battle. She was one of the few who could withstand the deadly G-forces of her personalized powered armor.

One of the Alpha Beowolves attacked first and she activated her powered armor's jets, soaring over the thing and giving her the perfect vantage point to unleash a barrage of Dust missiles of all types. She landed with a heavy crash atop an Ursa and she pummeled its head in with her fist. She checked her ammo counters. Missile pods were all empty. Shoulder mounted cannons were also out along with her arm-mounted rifles.

"A lot more Grimm than usual today," she said.

"Nah," Jerry's voice sounded in her helmet. His face appeared in the lower left. "You're just trigger happy. I've never seen anyone empty a magazine into the face of a friggin' Alpha Creep like that before."

"I hate to agree with him," Sara said, appearing in the lower right of her helmet's monitor. "You feeling okay today, Penny?"

"I'm feeling great," she said with a sinister grin.

"Oh, god," Jerry said. "Do you see the face she's making?"

"Penny?" Ariel said, appearing in an unoccupied corner of her monitor. "You know that Dust isn't free, right?"

"Call it stress relief!" Penny said before purging all of her empty weapons and deploying both arm blades. She pushed her thrusters to maximum output and began rocketing through the hordes of Grimm, slashing and stabbing her way toward her team.

"Yo, Willy," Jerry said, retracting his helmet to speak with his companion. "Did you reprogram her with a bloodlust mode?"

"Nope," Hillphire said, retracting his own helmet. "I don't touch her base programming. Whatever her personality is is her personality. I don't mess with it at all."

"So this is a development of her own," Sara said. "Guys, helmets up. We got company."

Two Nevermores and a Gryphon Grimm were descending on them from above, but something intercepted them mid-flight, slicing the two Nevermore Grimm in half before landing on top of the Gryphon, steering it downward before crashing it into the earth. Penny gave it one last stab with her arm blades before somersaulting off, landing beside the rest of her team and immediately retracting her helmet to get a good look at them.

"Hey, guys!" she said. The ear-to-ear grin hadn't left her face.

"That was some pretty slick work," Sara said, bumping fists with her.

"Also kinda freakin' me out," Jerry said with a nervous chuckle.

Penny's murderous grin wouldn't subside. "I think of all the suffering the Grimm have caused throughout the ages and I just can't help but feel joy with every one I kill."

"Honestly, I can relate," Sara said. "You down for another scrap?"

"Heck yeah."

"I'll cover you from the rocks over there."

"Copy that!"

The two girls split up, Sara heading to a rock formation to get a good vantage point for her sniper rifle while Penny went for close-range kills on the Grimm. She possessed plenty of resources necessary to destroy as many of these Grimm as possible as it was, but with the powered armor Hillphire had developed for her, her combat effectiveness was increased ten-fold.

"Uh-oh," she said, checking her monitor.

"What's up?" Hillphire said as he and Jerry fought back to back.

"I think my aura amplifier's taken a hit. Output is down to 40%."

"I think that's enough, guys," Ariel said. "Penny ran out of ammo a long time ago and everybody else is down in the red."

"We still have more Grimm to kill," Penny said.

"There are other Huntsmen on standby to take over for us. C'mon, let's head back."

Penny didn't respond, continuing her rampage. She deployed a number of drones, which served as extra eyes for her. No Grimm could hide from her now, not even in this dense forest.

"I've lost visual on you, Penny," Sara said. "Hey, are you okay?"

"I'm fine," she said. "There. That was the last one. Gimme a minute, though, I'm sending out my drones to see if there's any left."

Hillphire and Jerry joined Sara in her sniper perch, all three of them retracting their helmets for some fresh air.

"Is it just me," Jerry began, "or does Penny seem to have anger issues?"

"Don't you think that applies to all of us?" Sara said. "We've all suffered at the hands of the Grimm. Kinda why we got into this business in the first place, right?"

"I think it's important for her to learn these emotions," Hillphire said. "After all, that's part of being human."

"It's funny," Jerry said. "I mean, technically speaking, she's, like, a teenager right now, isn't she?"

"Seventeen, if I remember correctly," Hillphire said.

"So, right smack dab in that rebellious phase. I hope she doesn't blow up anything she shouldn't be blowing up!"

"Quit being dumb," Sara said, giving him a punch on the shoulder.

They watched as Penny pierced the forest canopy, the roar of her rockets echoing as she soared to their location.

"All clear!" she said, retracting her helmet as she landed beside them.

"You're makin' us look bad," Jerry chuckled.

"Nah, you did good."

"Okay, let's head back," Hillphire said, firing off his rockets as he led the way to their mobile command center.

—

"Looks like everything's good to go," Hillphire said as he completed Penny's system checks. "It won't be long before this isn't necessary anymore."

"It's gonna take a while for me to get used to sleeping like everyone else, though."

"You'll get there. After all, our goal is for you to have a fully organic body in the end."

"Do you think that'll be what makes me fully human, Liam?"

He turned to her, taking a seat beside her service bay. "I've told you this many times before, Penny. As far as I'm concerned, you're more human than some people out there. After all, isn't what makes you human what's in here?" He pointed to her heart. "And not out here?"

She smiled. "Do you think we can...never mind."

"Hmm? What is it?"

"Forget about it. It's silly."

"C'mon, Penny, tell me."

She sighed. "I was just thinking. I'm turning eighteen this year. Would it be possible to, I dunno, upgrade to a new body?"

"We've been making additions to you over the past several years, now, haven't we?"

"That's not what I mean." She began to redden. "I just...I wanna have a prettier body. A grown up body."

Hillphire repositioned himself on the bench, but his hand missed the edge and he nearly fell off. "Y-You don't like your current body?"

"There's nothing wrong with it. It's just...the chassis is basically what I was, well, born with. Everyone else I know has grown up, though. Ruby, Weiss, Blake, Yang, Ren, Nora, Jaune, everybody. But I'm still stuck in this one."

"I-I suppose we could do a complete overhaul of your body. It won't be easy, though. But, then again, the foundation is already there. Yeah, I think we could do it over the course of a month."

She smiled, picturing herself in an adult body, one that could rival both Sara and Ariel. She felt her face warm up as she thought about the implications. Her new body would be accompanied by a lot of attention from men. But there was one in particular whose attention she wanted to capture. After all, she loved him with all of her heart. But would he love her in return, a girl not born of a human mother?

—

Penny stood up to test out her new body, the most humanlike one yet. The process took all of an entire month, from the transplant of her neural network down to the calibration of every tiny detail. There was much more information to sift through with this new body than the previous one. After all, many of her inorganic components had been replaced with fully organic ones and everything that would have been run by automated cellular functions dictated by her DNA needed to be controlled by her central nervous system instead.

She now had a fully functioning digestive system along with a humanlike hyper-organic musculoskeletal system. Her bones were built out of calcium, like any other human's, but in order to provide extra reinforcement in combat, they weren't completely identical to human bones, much denser and fitted with titanium cores that surrounded her bone marrow. X-ray examinations also showed slight variation in her bone structure compared to the standard human's.

Her blood vessels also ran side by side with nerve-like wiring, which had even higher bandwidth than human nerves, enabling incredibly rapid information transfer between her extremities and her central nervous system. These mechanical and electronic augmentations were present throughout the rest of her body as well, bolstering her internal organs' elasticity and toughness. Only two sections of her remained fully inorganic.

"Unfortunately," Hillphire began, "we have yet to make significant advancements on an artificial heart strong enough to keep up with the demands of your body. Also, you have a secondary Dust reactor in case the one behind your current heart fails."

"Yes, I am detecting it," she said. "It is located in my pelvic region, right where a normal human woman's uterus would be."

"Did she say uterus?" Jerry said.

"Yes, you pervert," Ariel said.

"Everything is in complete working order," Penny said. "My heart is pumping my artificial blood at maximum efficiency. Eyesight is nominal. Hearing is nominal. Temperature senses, pressure senses, everything is nominal."

"Do you feel this?" Hillphire said before pricking her with a needle.

She recoiled and looked at him before rubbing the spot on her arm he had poked. "Yes, I felt that."

"Everything is working, then."

"This is amazing," Ariel said, orbiting Penny as she checked out her entire body. "If I didn't already know her beforehand, I'd say she's no different from any other human woman. Holy crap. And...okay, I don't like this."

"Hmm?" Penny said.

"You're taller than me."

"According to my database, I should stand at exactly five feet, nine inches."

"Yeah, you're an inch taller than me." She turned to her cousin. "Will, what the heck is the big idea, huh? Is there a reason she's taller than me?"

"I'm pretty sure that's a complete coincidence," he said, scratching his head. "She wanted an adult body, so I kinda just threw in numbers."

"Hmph. Fine. Whatever. My bust is still bigger than hers anyway."

"I dunno," Jerry said, standing with them. "I'm kinda diggin' the slender look." He leaned his hand against Penny's service bay. "Hey, girl."

She couldn't help but chuckle.

"Dude, she's still underage, you know," Ariel said, pushing him away.

"Less than twenty-four hours left until her eighteenth birthday, though!" Jerry said.

"You're really all grown-up," Sara said, sizing her up and down. "Are you still gonna fit in your powered armor?"

"I've already made the adjustments," Hillphire said. "All of our powered armor is customized to our bodies, after all."

"How 'bout we run some field tests? We gotta make sure your body works the way it's supposed to, after all."

"Gear up, then," Ariel said. "I'll be in the control room as always!"

—

Penny passed by a mirror in the locker room, stopping in front of it to admire herself. Her body certainly wasn't how it used to be. The old chassis was far more childlike than the one she inhabited currently. She had all the curves of a young woman now, the thighs, hips, waist, breasts. She turned to the side, examining every inch of herself. She was quite satisfied with the end result. Before going under the knife, so to speak, she had been anxious as to how everything would turn out, but she had designed this new body along with Hillphire, who oversaw the technical aspects of everything. Most of the external appearance, however, was of her choosing, including the not-too-large bosom and the sleek design of everything else in accordance. Her combat style revolved around speed and technique, after all. It was only fitting that her body matched.

"Checkin' yourself out?" Sara said, passing by her.

"Just familiarizing myself with the new body, that's all," she said.

"You know you're gonna get all the boys' attention now, don't you? I mean, you saw how Jerry reacted."

"Jerry does that to everyone."

"True. All right, you ready to suit up?"

Penny nodded as she went to her locker to put on her interface suit, which connected her directly to her powered armor. It was a skin-tight outfit that showed off all of her curves. Only now did she feel self-conscious.

"You look uncomfortable," Sara said with a smirk.

"Just a little exposed," she said.

"It's okay. You'll get used to it. Own that body, is what I say."

"That's odd, coming from you. You've always been the modest one between you and Ariel."

"Oh, hey, there's a good role model for self-confidence."

"Please. I don't wanna take after her."

Sara giggled. "Yeah, you probably don't. Well, either way, don't be ashamed of your body. C'mon. Let's go see what you're made of!"

—

The test was a resounding success. After determining that she and her powered armor were synchronizing even better than with her old body, she decided to ditch the machine back at their APC so she could test her actual physical strength. Her performance without her powered armor exceeded the performance her old body along with her powered armor was capable of.

"Holy crap," Ariel said, her face appearing in the rest of the team's helmet monitors. "Are you guys seeing her move?"

"Barely," Jerry said. "I've never seen anyone jump around so quick before."

Sara watched over her through her rifle's scope, but it was all she could do to try and get a lock on her. Her movements right now rivaled their powered armor's speed with their thrusters. The combination of her new body's relatively light weight and her musculoskeletal system's strength made for an amazing physical combination. Had this girl been any normal human being, this performance would be nothing short of impossible.

"How's the new body working for you?" Hillphire said into his microphone.

"Amazing," Penny said, unable to wipe the smug grin from her face. "Liam, this is amazing."

"Happy birthday, Penny."

Her grin turned into a genuine smile. She proceeded to effortlessly dodge Grimm after Grimm, pondering whether she should just let them go or annihilate them. As she recalled all of the suffering they had caused, she opted for the second choice. She reached into pouches on her belt, holding the Dust in her hands before commanding her micro-bots to assemble the Dust into two swords, which she dubbed Aequitas et Veritas.

With both swords in hand, she slashed her way through the formations of Grimm, wasting no time with her attacks, moving with the same kind of precision she recalled from her old friend, that Knight from another world. She wondered if he would be proud of what he saw today.

_Thank you for everything, Bedivere, _she thought as she drove her swords into the back of a massive Nevermore, leaping off of it and landing gracefully beside her team, who were already waiting for her at their APC.

"She's hot," Jerry said.

"That's the first thing you come up with?" Sara said.

"She's hot," he repeated with a nod.

Penny dissolved her Dust swords, returning the particles to her belt pouches.

"I think that's record time," Ariel's voice sounded in the team's earpieces.

"Let's go out tonight to celebrate," Sara said. "Penny's first day being an official adult."

"Oh, yeah, she's legal in a few hours," Jerry said.

Sara sighed before dragging him into the APC.

"Okay," Hillphire said. "Ready to go?"

Penny nodded, following him into their mobile command center.

—

It was evening when Hillphire walked into his company's on-site residential district, where his employees had the option of staying as an alternative to the more traditional kind of housing. The program was quite popular among some of the younger employees given the rising housing costs throughout the growing city of Mistral. At any given time, the apartments and dormitories were usually at around 90% capacity with a reasonably stable population. Some had even been there for more than ten years with no apparent intentions of moving out.

It was here that he and his old friends lived, at the most luxurious suite close to the Hillphire Innovations campus center. Hillphire's own room had a marvelous view of the water gardens that adorned the administrative district. He looked up toward the city, which rose with the mountainside. The entire company campus covered such a massive area that it may as well have been a small city in its own right. If he remembered correctly, their employment should have exceeded fifty thousand just last month.

"It's amazing how much growth can happen when we're not trying to kill each other," he mumbled.

After a few more minutes pondering the night sky and watching as the moon showed its unbroken side tonight, he went to take a quick shower and change into some nice clothes for once. Tonight was going to be a celebration for someone very dear to him, one of the most important people in his life. She was going to officially be an adult in less than an hour, though she had already grown up a long time ago.

"Oh, that's right," he said aloud. "She just moved in down the hall from me, right across from Sara and Ariel."

He straightened up his collar before heading out of his suite, running into Jerry as he exited his own residence.

"Heh, we got that bro timing down," his old friend greeted him.

"Hey, could you tone it down with the whole Penny thing?" Hillphire said.

"Huh? Oh, I see how it is." He gave him a wink.

"What the heck is that supposed to mean?"

"Nothing, nothing. I promise I won't treat your girl badly."

"M-My girl?"

"Yep. Both of them."

Hillphire turned bright red. "Just who might you be referring to?" he all but screamed.

"You know who I'm talking about, Willy boy."

The three girls headed their way, meeting up with them in front of the elevators. Both Hillphire and Jerry were stunned at the three women's getups. Ariel, as always, was dressed fashionably, this time in traditional Mistral garb, showing off every bit of her that she was proud of. She wore her hair in an up-do, decorating it with a rose colored brooch. Sara, who rarely dressed up, was in a miniskirt and high heels topped off with a shimmering black blouse that bared her shoulders. Her hair was also done up, tied back with a fluffy black bow.

But it was Penny who stole the two men's hearts tonight. She wore tightly fitting black pants with black spike-heeled boots and a silver-blue shimmering top that bared her whole back, fitting loosely in front. Her auburn hair was up in a bun with three locks shooting out in different directions from her bun, a single lock running down the side of her face. Her emerald eyes were accentuated by emerald and gold waterfall earrings and an emerald pendant that hung from a thin, gold necklace.

"C'mon, you two," Ariel said, pushing both men's chins back up. "This isn't our first night out together, you know."

"Ohoho, and it won't be our last," Jerry said, throwing his arm around Ariel and squeezing her close. "So, is this the night you're gonna marry me?"

"Psh, like _you're_ one to settle down."

"H-Hey, I can be wifey material, too, you know!"

"I don't believe that one bit."

"They're totally gonna get married one day," Sara said.

Hillphire and Penny nodded, following them into the elevator.

Dinner tonight was at a fancy steakhouse in the lower city, where new developments had been springing up over the last decade. Despite being outside of the walls of the inner city of Mistral, this place was quite upscale, the prosperity a result of the kingdom's overall economic growth thanks to an open trade policy with the other kingdoms.

"Hey, did you hear?" Ariel said. "Apparently, Menagerie might have some pretty big Dust deposits out in the eastern side of the continent."

"I read about that online somewhere," Sara said. "You think we'll do business with them, Hillphire?"

"If Menagerie's council approves it, absolutely," he said.

Most of the night was spent in small talk between the five. Ariel and Jerry couldn't keep away from each other while Penny and Sara vied for Hillphire's attention, though neither of them was conscious in their efforts. After a certain point, Penny had started to feel a tinge of jealousy toward Sara, who was Hillphire's age and also knew him before she did. At the same time, Sara was growing conscious of her age in relation to Penny, who was in the body of what was, for all intents and purposes, a young adult woman.

Hillphire, however, was oblivious to the growing affection from Penny. He had always had a crush on Sara ever since their first sortie together when he had failed to get through the initiation for Haven Academy, but he could never follow through with his feelings. Penny, however, was something different to him. There was no word in his dictionary that could describe what she meant to him. All he knew was that he would give his life for her, even if a traditional romance between them was impossible.

"Man, that steak was great," Jerry said, leaning back in his chair. "Oh, here's the next bottle!"

"Happy birthday again, Penny!" Ariel said, hugging her companion. "Hey, quick question. Does the wine affect you at all?"

"I don't think so," she said. "My metabolism is a lot different from yours, after all. I might have to drink an entire bottle of liquor to actually get drunk."

"Holy crap," Jerry said.

"I can appreciate the taste of this cabernet, though," Penny said, swirling the wine in her glass. "This is from southern Anima, isn't it?"

"I didn't know you were a wine connoisseur," Sara said.

"Not really. I just ran a search on flavor profiles of wines. Apparently, grapes grown and fermented at the northern tip of Menagerie result in a similar flavor profile, which I guess isn't really surprising given their geographic proximity and topographic similarities."

"You sure have the advantage when it comes to getting information, huh? You don't even have to pull out your scroll or anything."

Penny didn't think she meant it, but Sara's words somehow stung a bit. It was true. She would always be different from the rest of humankind to some degree.


	4. Chapter IV

CHAPTER IV

_The Ugly Duckling_

Penny had been enjoying her body for a whole month now, but it seemed new problems arose with it. None of the issues were physical in nature; her systems were functioning properly and showed no signs of breakdown any time soon. Most of her troubles stemmed from within her own mind. She found herself to be increasingly irritable as the days went by. Jerry's incessant teasing, Ariel's nonstop blabbering, and Sara's over-seriousness—none of which bothered her before—became repulsive overnight. It wasn't enough to be catastrophic, but like a fly buzzing around one's head, it slowly drove her insane. Even Hillphire wasn't sinless in her eyes. His indecisiveness in certain endeavors made her want to pull her hair out.

She let herself fall down on her bed, but stopped mid-fall and regained her balance when she remembered how much heavier she was than the average person. She couldn't just go around destroying her bed every time, even though the mattress and frame could probably easily handle her three-hundred-forty-six-pound chassis.

"Not all that weight crashing down, though," she muttered, sitting on her mattress before lying down.

She sighed heavily, resting her arm on top of her forehead. She closed her eyes, trying to empty her mind, but it wasn't possible. She had just gotten into a fight with Hillphire, who yelled at her for the first time in all of the years they had known each other. It wasn't his fault, though. She had said something stupid to him, something she never should have. She had accused him of not loving her and treating her as nothing but a science project thanks to his fascination with machines and, in the midst of his denial, she had continued to press it until he lost his temper, scolding her for the first time ever.

"Why the hell did I do that?" she sighed heavily, feeling tears forming in her eyes.

It wasn't just her own emotions she had to deal with, though. It took years to figure it out, but she came to the realization in the past few days that her Semblance had something to do with being able to feel other people's emotions around her. Hillphire's own frustration along with the shock coming from Ariel, Sara, and Jerry overloaded her mind and she spat out nonsense that she didn't mean, not one bit. And then she shut down emotionally, leaving the Forge and running straight here, to her room, the only place of refuge she could think of.

She could still see his face, the look of shock and betrayal in his eyes as she accused him of things he was not guilty of. She wanted to say sorry to him, but the thought of all of his emotions pouring into her made her want to run even farther away. She had hurt him and couldn't face up to that.

There was a knock on the front door of her suite. She tapped into the security camera out in the hallway, seeing Sara standing awkwardly.

"I know you're hacking into the hall cam like you always do," Sara said, turning to face the camera. "C'mon, Penny, open up."

She lazily walked back out to her living room before pulling the door open to let Sara in. She locked the door behind her.

"Hey, are you okay?" Sara asked her.

"Not really," Penny said. "I said some crap that I shouldn't have said, stuff that isn't even true."

Sara sighed heavily, leaning against the kitchen bar counter. "I think I know what you're going through."

"Huh?"

"Our Semblances might be similar, actually. You get overloaded with other people's emotions, don't you?"

"How did you know?"

"Because I could feel them from you, too. God, I didn't know you could take in _everyone's_ emotions at the same time."

"It happens to you, too?"

"Not to the same extent. I can turn it on and off at will and I can't focus on more than one person's feelings."

"Ugh, I wish I could turn mine off. I barely understand my own feelings half the time let alone deal with other people's feelings."

"It seems like you internalize people's emotions a lot more deeply than I do, too. I have to really focus to dig deep into what someone's feeling. Yours looks like it's a huge dam outflow valve fully open at all times."

"That's _exactly_ what it feels like." She sighed heavily before taking a seat on her couch and leaning her head all the way back against the headrest. "Can you read my emotions right now, too?"

"Yeah. And it's still full of the other guys' emotions. Honestly, I've only ever dealt with one other person at a time, so diving into your head earlier was like getting hit by a fully loaded dump trunk. Is this what you deal with twenty-four-seven?"

"Well, it's not super intense all the time, of course, but yeah, mostly. You know our neighbor? The one down the hall?"

"What about her?"

"I'm pretty sure she just lost someone in her family. She's been depressed for the last few days. Or something, I dunno. I'm just taking a wild guess. And the other guy further down the hall, I'm guessing he either just got a raise or he's finally got the girl he's been trying to get at because he's been elated for a whole week now."

"What about me?"

"Confusion. Regret. Sadness. Longing."

"Wow. That's pretty accurate."

"I told you."

"You know, considering you get this level of crap from other people, I'm surprised you didn't go insane a long time ago."

"It's only gotten worse since I got this new body. I dunno. Maybe that has something to do with it."

"You know what this tells me?"

Penny looked over at her companion.

"This tells me you're beyond human. To be able to feel what another person feels, I think that's the pinnacle of human existence. Most people couldn't even begin to put themselves in another person's shoes, but you," she chuckled, "you basically walk in their skin half the time. I'd say that makes you pretty friggin' special."

"You're also in love with Liam," Penny said. She noticed Sara's hand twitch. After a minute of silence went by. She stood up. "There's no place for me, is there?"

"Don't say that."

"But there isn't. Liam can't love me the way I love him. And he has no future with me. You, on the other hand, you two can settle down and have a family, something I can never have with him."

"Penny—"

"No, stop. I can feel the pity from you and it hurts so much. I just...I need to get away."

"Hey, c'mon. Let's go back to Hillphire so you two can talk things out."

"There's no talking about any of this. Nothing can happen between us and I totally screwed up my relationship with him after all that crap I spat at him and now I just..."

"Penny!" a voice came from down the hallway.

She quickly turned to the door.

"Good, you two can hash things out," Sara said, walking to the door to let Hillphire in.

Without another word, Penny broke into a dash to her window, smashing through it.

"Penny!" Sara yelled, watching as her companion crushed the concrete beneath her with her landing. "Damn it!" She ran to the front door to confront Hillphire. "She's running."

"Running where?" he demanded.

"I don't freakin' know! C'mon!"

—

Penny's speed enabled her to rapidly put distance between herself and the outskirts of Mistral's lower town. Never did she look back, not as the tears fell from her eyes, the cold wind stinging her skin.

"Penny!" Hillphire's voice sounded in her head. "Penny, talk to me!"

"She's turned her locator off," Ariel's voice sounded in the background. "Sara, which direction did she run in?"

"Uh, her window faces south, so, I don't know, south?" Sara said.

"Okay, I'm gonna send some drones after—"

"No, stop," Hillphire said. The room was silent as he sighed heavily in front of his microphone. "Penny. I know you can hear me. You haven't turned your communicator off yet, so I know you're listening. If my voice is reaching you, know that you will always have a place here, okay? You have people here who care about you, who love you, and would do anything for you."

He paused for a long time.

"Penny, please. Come home."

Penny shut her eyes, squeezing out tears as she continued to run, slowing down for nothing.

"Penny?"

"Liam, I'm so sorry," she sobbed before shutting off her communicator.

—

"Penny?" Hillphire said. "Penny!"

"Will," Ariel said. "Her communicator's off."

He leaned back in his chair, staring into space. The group was quiet for a while.

"Should I send someone after her?" Ariel asked him.

He shook his head. "Even if we did, she's an expert at hiding. If she doesn't wanna be found, she won't be found. And besides." He closed his eyes. "What right do I have to chase after her?"

"Hey, whaddya mean by that?" Jerry asked.

He didn't reply.

—

Penny lost track of time. It could have been days since she started running. For someone like her, someone inhuman, who needed no sleep, no rest, no food nor water, running for this long was a trivial matter. But her physical resilience didn't quite matter in the long term. After all, it was her heart that started to give out now. She collapsed, tumbling several times before coming to rest face down in the dirt. She didn't move for a while, keeping her eyes closed as she ignored her surroundings, even if danger was nearby. She could be surrounded by Grimm right now and she wouldn't care what happened to her.

The passage of another day made itself known to her by the warmth of sunlight on her skin followed by darkness and cold. This happened twice before she finally got back up, sitting in the dirt for hours. It was quite tranquil out here. From her calculation, running at her maximum speed of fifty miles per hour for an entire forty-eight hour period should have put her at around twenty-four hundred miles away from Mistral, though those numbers didn't quite add up when she considered the terrain that she had been traversing, which did not permit maximum speed for any extended period. If her average speed was only around ten miles an hour, she should be less than five hundred miles from home.

Still, that was five hundred miles. This was the farthest she had ever been from him. She got up to her feet, lazily continuing westward. Her clothing was all torn up from the rough terrain, but her skin was fully intact. Even if she did sustain physical injuries, her aura would heal it back up in no time. Only catastrophic damage like a crushed limb would require going back to the Forge for repairs.

She walked westward for another few days when she came upon a village at the outskirts of the Mistral Kingdom. She was in the process of circumventing the place when a traveling merchant came upon her.

"Whoa, are you all right, young lady?" the man said.

Penny stopped, turning to the merchant caravan, which had pulled over for her.

"Do you need help or anything?"

"Not really," Penny said, looking down to the side. "I'm just...trying to get away, I guess."

"Well, if you're not sure which way you're headed, why don't you ride along with us? It's a lot safer than walking all by yourself with all those Grimm roaming around. Although, things've calmed down over the years after the war ended, so it's not so bad anymore. Still, they haven't disappeared completely."

She listlessly accepted the merchant's gesture, joining a group of travelers in one of the carriages. None of them looked downright destitute, but not particularly rich either. It had been a while since Penny had been in the rural parts of the kingdom and this was quite the reminder of how life was on the frontier.

She didn't move from her spot, not as the caravan stopped in town to trade and rest, nor when they began to move again. Some of the passengers and merchants began to whisper about her, though none of it bothered her. She was too busy trying to sift through the waterfall of emotions invading her mind. The most common sensation was apprehension, which was her own fault given how strangely she behaved. The next was curiosity, which was shared mostly by the children.

"Hey, miss," a young boy said, looking up at her.

She broke from her reverie, returning the boy's gaze.

"Did you get into a fight with some Grimm?"

She thought that was a weird question at first when she remembered that her clothing was in a state of catastrophe.

"No, I just tripped and fell, that's all," she said. It wasn't a lie.

"You musta fallen real far."

"Yeah, it was a heck of a fall, to be honest." That wasn't a lie either.

"Ma always says that you can always get back up when you fall. But I dunno how true that is. Sometimes it hurts so much and I just wanna stay in one spot and cry all day. But then ma says that nothing gets done that way, so I should get up and keep moving forward instead."

Penny watched as the little boy returned to his family at their beckoning. She watched them for a bit before returning her gaze to the wooden floorboards of the wagon. She lost track of time once again, allowing herself to be taken away to who knows where.

She snapped out of her trance when an alarm bell began ringing. She looked around in a daze, watching as people scurried around in a panic, screams filling the air.

"Grimm attack!"

Penny was on her feet in an instant, dashing at the nearest Beowolf and tackling it to the ground. She kept punching at its head until there was nothing left of it but black pulp. As if possessed, Penny went all around the caravan, targeting one Grimm after another, slashing and stabbing with Aequitas and Veritas, her Dust-formed scimitars.

Another carriage was under attack and she darted in that direction, kicking a Creep Grimm across the field before hurling Aequitas like a boomerang at an attacking Beowolf, decapitating it. After retrieving her weapon, she continued her operation, rapidly scanning the civilians for injuries and when she was satisfied that they were safe, she moved on to the next target.

The meager defenses of the caravan paled in comparison to Penny's onslaught. The unusually large horde of Grimm was powerless in her wake. At some point, she lost both of her weapons, but that did nothing to slow her down.

_I am the weapon, _she recalled Bedivere's words as she went from Grimm to Grimm, breaking the necks of some while pummeling others to death with her bare fists. _Everything else is just a tool. _She reached for a rock, hurling it at an Ursa that was about to maul a cornered family. The rock impacted with such force so as to shatter instantly. The Ursa fell to its side, unmoving. In seconds, it began to dissipate.

It wasn't long before the remaining Grimm began to flee, but Penny would not permit any of them to escape. She had no mercy for these creatures of darkness, hunting down every last one before returning to the caravan, which was in the process of gathering its injured and the few who weren't as lucky.

"Young miss," said the caravan leader, who had taken her in days ago. "Who are you?"

"My name is..." she hesitated. "My name is Project Persephone. You can call me Penny for short."

"Penny," he repeated. "Thank you. You've saved our lives. We lost four good men, but this attack could easily have claimed everyone."

"And here we thought you were some strange vagrant," another merchant said. "Boy, was it lucky we took you in."

As Penny surveyed the damage to the caravan, the gratitude from the surrounding people overwhelmed her Semblance. She could barely remain upright under the tsunami of emotions, but she had to stand strong. These people just went through hell and would need a pillar now more than ever.

"Which way are we headed?" Penny asked the caravan leader.

"To the seaport at the western edge of the kingdom," he said.

"I'll join you all the way there. I require no payment for my Huntsman activities. Consider the protection I provide as my own payment for your hospitality."

"Young lady, what you've done for us this night cannot even be paid in any currency. Please, if there is anything you need at all, feel free to go through my cart and take whatever you need."

"I need nothing other than the highest position possible so I can keep watch the rest of the way there."

"That is a strange request. As I said, however, please, help yourself to my cart."

"And to mine as well," another merchant said.

"And mine."

"This one, too."

Penny looked around at all the people offering everything to her. She suppressed her smile for once, opting to provide them with a quiet strength instead.

"Lady, lady!" the young boy from earlier said, approaching her. "Your clothes are all torn up, so I asked my ma and pa if I could give this to you."

Penny accepted the clothing from the young boy, holding it up to take a look. It was a dark green cloak that would fit her entire body.

"Thank you," she said before throwing it on and tying it up at the collar. It was quite warm, though the cold had no negative effects on her to begin with. Still, this was that family's token of appreciation. The least she could do was wear it to give them peace of mind.

"Now you look like a superhero!" the boy said, jumping with joy before returning to his family.

_A hero, huh?_


	5. Chapter V

CHAPTER V

_This Brave New World_

The ship finally arrived at its coastal city destination at the easternmost tip of Sanus. She had spent the entire voyage in the crow's nest, keeping a sharp eye out for any aerial or amphibious Grimm. Only two had bothered to attack the ship, a large Nevermore, which she killed in only ten seconds upon engaging, and a big sea serpent, the Sea Feilong. Her battle with that one lasted a bit longer, but even that stood no chance as she bisected it from the mouth all the way to its tail.

_Vale, _she thought, walking down the streets of the small port city.

"Hey, wait a minute, Penny!" the caravan's leader said. "Are you headed to Vale?"

"Yes," she said.

"The caravan's headed there, too, if you wanna keep riding with us. I hate to bother you, but it'll also give the folks some peace of mind knowin' you're lookin' out for us."

"Of course," she said with a smile. "I would not abandon you after all we have traveled together, especially after the kindness you showed me on that road many days ago."

"I said before and I'll say it again. Help yourself to my cargo, okay?"

"Thank you."

"By the way, I've been meaning to ask you. Do you ever actually sleep? I've seen you eat and drink, so I'm willing to bet you're human, but I don't think anyone's actually ever seen you sleep."

"The Grimm never sleep. Therefore, neither do I."

"Huh. Well, we're pretty safe in this town and the caravan's gonna rest up for a bit before we head out, so if you're feeling like taking a nap, don't hesitate."

"Thank you."

The trip to the city of Vale went mostly without a hitch. A few small packs of Grimm attacked the convoy here and there, but with Penny protecting them, no one was injured and no cargo was damaged. Some of her fights were so rapid that the attacking Grimm didn't even get close to the caravan.

Vale was much larger than she remembered it being all those years ago. The southern gate, from which the vast majority of land travel terminated, was overflowing with people and vehicles of all types, from the primitive wagons she had been traveling in for the last several weeks all the way to high-tech Dust-powered hovercraft and armored military vehicles.

Penny wasn't here for sightseeing, however. She took a bus straight through the city, making her way northeast. Beacon Academy was as beautiful as she had remembered it being. They had made a number of renovations and additions to the campus as well, including a knight statue in the center of the quad, surrounded by an artificial pond. She stood straight and tall, carrying herself with dignity in front of that effigy of one of the most important men in her life.

"I swear I won't let you down," she whispered.

She noticed someone off to the side staring at her and she stared back, smiling as she recognized the man. She walked to him and he squinted.

"Hmm," he said, rubbing his chin. "Have we met before?"

"Hi, Qrow," she said. "Or do you go by 'Professor Branwen' now?"

"Wait a minute. No way. Robots don't grow up. There's no way you're..."

"Yup, it's me."

"Penny?" he all but yelled. "No freakin' way."

"So. What's a girl gotta do to get a job around here?"

"Wait a minute, what the hell are you doin' here? And where's Will? And all the rest of your crew?"

"Umm, this is kind of a solo gig I'm doing."

He tilted his head, figuring out what she meant from her body language alone. "Sure. I think I get it. C'mon, then, let's go see if we can get you an interview with the big man."

"Is Professor Ozpin still headmaster?" she asked as she followed him to the CCTS tower.

"Ozpin, huh? Haven't heard that name in a while."

"Oh, does he permanently go by Oscar now?"

"I guess it's interchangeable. All us old fogies still call him Oz."

"By the way, since you just finished interrogating me, it's my turn."

"Hmm?"

"What are _you_ doing here? Isn't your family back in Mistral? Why aren't you teaching at Haven Academy?"

"Huh? Oh, that. I _was_ teaching there. But, Oz asked me if I'd transfer here for a few years and I said yes."

"And the wifey was okay with that?"

"I'm pretty sure Hollie was glad to get rid of me."

"Oh, wow. Trouble in paradise?"

"More like she's too damn busy for her husband and her son."

Penny chuckled.

"But, you know what, I'm proud of her. Proud as hell. She put her mind to bein' headmaster of Haven and now she's changin' the world. Heh, that's my lady."

"Sounds like fun."

"And tons of paperwork."

The two stepped out of the elevator as it reached the top. Oscar, who was buried behind paperwork on his desk, looked up, giving her a double take before slowly rising to his feet. Glynda joined him in closely examining their guest.

"Wait a minute," Glynda said. "Is that...?"

"It can't be," Oscar said, walking up to her. "Is it really you?"

Penny nodded with a smile before sharing a hug with him.

"It's been years," he said. "And...you've grown up?"

"This must be what Dr. Hillphire e-mailed us about," Glynda said, pushing up her glasses.

"Project Persephone, was it? I can't believe what a change it's made. How is everything?"

"I can feel pain," Penny began, "and hot and cold, and—"

"No, no, I don't mean the technical aspects. How have _you_ been?"

"Oh. Well, I've been doing a little soul searching. And it led me here."

He looked around for her usual entourage before looking at Qrow, who gave him a single nod, all he needed to know to make inferences.

"I see," he said. "Penny, you are welcome here at any time."

"What exactly brought you to Beacon?" Glynda asked.

"I thought that I could contribute to your staff," she said. "I mean, that's if you think you can make use of me, of course."

"Hmm," Oscar said. "We're fully loaded on instructors, aren't we?" he asked Glynda.

"Qrow just took the last spot, actually," she said.

"Whoops," Qrow chuckled. "I could use a T.A., though. And I think there's still plenty of tutoring positions available. Maybe you could do something like that in the meantime while you wait for a permanent teaching position."

"I think that would be best," Penny said. "It gives me more opportunities to directly interact with the students, after all."

"That's just the attitude I was hoping for," Oscar said. "Glynda, you'll be able to fit her in, won't you?"

"Already done," she said, tapping something on her scroll. "You're officially Qrow Branwen's teaching assistant and you've also got a position as a combat tutor."

"High-five, kiddo," Qrow said, which Penny accepted. "So. I'm guessing you picked the look, huh?"

"Hmm?" Penny said.

"You're taller than before. And your hair is longer."

"Oh. Yeah, the physical appearance was kinda my choice. I was just getting tired of the old body, that's all."

"It looks good on you, kid. I'm-a have to warn you, though. If you're gonna be interacting with a lot of these young guys out there, I hope you have a strong spine."

"You getting all dad-mode on me now?"

"I can't help it, okay?"

"Relax. I can't get pregnant."

Qrow coughed as he choked on his liquor. "C-Could you warn me the next time you say something like that? Oh, god, that burns."

"Dr. Ospine, I wanna get right to work," Penny said.

"Ospine?" he chuckled.

"Yes. A portmanteau of your first and last names."

"Sounds funny, but it works," Qrow said, still coughing.

"Are you sure you don't wanna spend some time unwinding?" Oscar asked her.

"I'm sure," she said. "The fall quarter has already started, hasn't it?"

"Just about," Glynda said. "There are still three more days left of summer break."

"There's no time to waste, then. I need to make sure I'm combat ready by the time the quarter begins."

"That's the spirit," Oscar said. "All right, let's get to work."

—

"Penny!" Ruby yelled as she ran to embrace her old friend.

"Ruby!" Penny yelled with her.

"Ohmygosh, I heard you were in town! But, whoa, since when do robots grow up like this?"

"Since science was a thing."

"Awesome! So, what exactly are you doing out here? And why did you leave everyone else behind?"

"I thought I'd spread my own wings for a change, you know?"

"Hmm. But you're, like, teaching now, at Beacon."

"Yup. I decided that's what I wanna do. At least, at this stage of my life. You teach at Signal Academy, don't you?"

"Yup. Me and Jaune. Dad's the headmaster there now."

"Where is Jaune, anyway?"

"At home, taking care of the kids."

"Oh, that's right, you had twins, didn't you?"

"Mm-hmm. Athena's the older one by two minutes. Leon's her younger brother."

They both pulled out their scrolls and browsed to her social media page.

"Wow," Penny said. "Leon's basically gender-bent Ruby Rose."

Ruby chuckled. "And Athena's basically blonde and blue-eyed Pyrrha."

The mood went somber for a moment.

"She apparently found some footage of her old training videos," Ruby continued. "And that's that. She liked Pyrrha's fighting style enough that she even dresses like her now. Oh, you know Weiss is online now, too, don't you?"

"I haven't been checking. I thought it was only Whitley who maintained an account."

"Yeah, Weiss just started one last month."

They navigated to her page. Penny's heart skipped a beat upon seeing her daughter, who was the spitting image of her mother with exception of her eyes.

"She has his eyes," Penny said, tears beginning to well up.

"Yeah," Ruby said, sniffling. "I wish we could all hang out again. I miss everyone."

"I've missed all of you, too."

They shared another embrace, this one longer than the previous.

"You know what," Ruby pouted, "this isn't cool."

"Huh?"

"We used to be the same height. Now you're a whole half-foot taller than me. What's the big idea, huh?"

Penny giggled. "Sorry. I kinda got tired of being a little girl, so I got a new body."

"Yeah, a grown-up one. _Very_ grown up. In a lot of places. How much attention have you been getting from the boys lately?"

"Too much," she sighed heavily. "But I don't regret it. I like the feel of this new body."

Ruby smiled. "It's good to see you again, Penny."

"You, too."

"Ugh, I gotta get back to Patch. Classes start tomorrow for us."

"Two more days for Beacon," Penny said.

"At least the shuttle ride is free for faculty traveling between Signal and Beacon."

"Don't be a stranger, okay?"

"We're literally across the pond from each other now. There's absolutely no excuse for us _not_ to hang out!"

—

The years went by quickly. Penny had integrated into Beacon Academy's culture quite well. It didn't hurt that she physically looked just like the young adults just starting at Beacon, giving her the rapport she needed to hold on to their attention during lectures with Qrow and during her tutoring appointments.

Her last coaching session for the day was done and she headed to the campus café to have a cup of coffee. She took a seat outside when Qrow joined her.

"You're fitting in perfectly around here," he said, sitting across the table from her.

"To be honest," she began, drinking from her mug, "I was kinda nervous it would be a lot harder than it was. I'm really surprised it was so easy to integrate."

"You're a natural. Speaking of nature, I'm still floored that you eat and drink now."

She chuckled. "Can't get used to a robot putting food in her mouth, huh?"

"Man. That Hillphire guy sure went ham on the science projects."

She looked down at her coffee. It had been years since she last saw him. She wondered what he was doing now, if he even knew where she was.

"I haven't told him, by the way," Qrow said. "None of us have told anyone. We all figured that if you aren't giving them any clues as to where you are, that you don't really wanna be found."

"It's not that."

"You don't have to explain yourself. Just know that you've got a home here, too."

Even still, she had to reconcile with him somehow. But it was simply too painful to think of him and everything back there.

"Oh, hey, you know that the kids are all coming here, don't you?" Qrow said.

"Hmm?"

"Ruby's kids, Blake's kid, Ren and Nora's kid. They're all comin' here for Huntsman training. Oh, and Weiss's kid, too."

Leon and Athena Rose. Ingrid Belladonna. Yuan Ren. And finally, Lilly Schnee. These were the children of her old friends, the most important people to her. She would be entrusted with their care, their safety, and their training.

But it was Lilly who captured her attention more than anyone. She was _his_ child, too, after all. She navigated mentally to Weiss's social media page again. Lilly's smile was pure, untainted, full of innocence and joy.

"Hey," Qrow said. "Are you browsing the internet in your head again?"

"Hmm?"

"I'll never get used to that."

"Huh?"

"When you space out like that and stare at one point on the wall or something. You're doing mental internet stuff, aren't you?"

"Oh, yeah. Sorry."

"Nah, don't apologize. That shit's awesome. I wish I could do it sometimes. I get too lazy just to check my damn scroll some days."

She chuckled, taking another sip from her coffee. She wondered if they would get along with her, if she'd be a good role model to them. Regardless of what the future held, she vowed on this day that she would do her best with those youngsters, to ready them for everything the world had to throw at them, to help them keep their heads up even when things went rough.

_I swear it. I swear to never let your flame fade away, Bedivere._


End file.
